SERVICE AGREEMENT – WEBSITE IN A DAY

THIS AGREEMENT was updated on 23rd November 2023

Services 

Website in a day include set up for either a service based business or online shop. Choose between: 

An 8-page custom branded website using a pre-selected and optimised template.

•  Home
• About
• Services x 2
• Blog
• Contact
• Privacy Policy
• Terms and Conditions

 Or
A 7-page custom branded eCommerce website using a pre-selected and optimised template and WooCommerce.

•  Home
• About
• Set up of WooCommerce (online shop)
• Connect to one chosen payment system (e.g Stipe)
• Upload of two main products to show layout
• Shop/ Product page
• Privacy Policy
• Terms and Conditions

 Both options include:

• 1 years UK based website hosting, provided by Digital Dragons IT Limited.
• WordPress website built on Divi (worth $250)
• Continual access to Divi updates (via API feed) whilst hosted with us
• Pre-recorded training on how to write your website copy
• Pre-recorded training on how to manage a Divi website

I will also install some recommended plugins that will help keep your website safe, and an SEO plugin to help you further boost your website SEO. 

In regards to SEO – I will implement some basic things such as Headers, layouts, user experience, making sure it’s mobile friendly and optimizing image sizes – however, things like adding meta descriptions etc. will need to be added yourself, but this will be covered in the training too. 

Moving from another platform to WordPress

If you already have a website on another platform (e.g. WiX, Squarespace, Shopify etc.), we can move you over to WordPress. We will also arrange for your hosting to move from current platform to WordPress on an agreed date, at least 48 hours before your pre-booked date.

Please note, that this move will mean that you will no longer have access to your data or the content that is displayed on your current website, so please ensure you have screenshots, and copied and pasted any text you need and saved any images. We will not be able to restore your website after the migration has begun. 

Please note, we will also need information on any email address attached to your domain, so this can be taken into consideration when moving, otherwise your emails are at risk of being permanently lost.

Booking your date 

There are multiple dates from now until end of March 2024, where you can book your Website in a Day.

Once your booking has been made, this will be secured for you, and 100% of my attention will be on your website for that day. If you need reschedule your Website in a Day booking, this can be done, but please provide at least 48 hours notice, and £100 admin fee would be due for the reschedule. 

The website build will commence at 9am on your booking day, and within 24 hours your website will have been created using the content provided, and sent over to you for review, where you will have one round of amends for any changes to copy, images and basic design, which will need to be submitted back to me within 24 hours of receiving the website. 

I will make those changes ASAP (within 24 hours) for your site to be live and running. 

Please note, all efforts will be made to ensure your site is working as it should, however, due to time restraints, full testing of the site will not be possible, and during your round of amends, any issues you spot need to be raised then for me to be able to fix for you. 

Please also note, that whilst a website can be made in a day, we are still relying on technology, and if issues arise, beyond my control, your website may take slightly longer than 24 hours, however best efforts will be made to ensure that does not happen. If it does, please be assured, your website will be my top priority. 

THE PARTIES AGREE:

1. Definitions and interpretation

1.1. In this Agreement:

             Business Day                               means a day other than a Saturday, Sunday or

bank or public holiday in England and Wales

           Commencement Date                         means the date of this Agreement

Intellectual Property Rights means copyright, rights related to copyright such as moral rights and performers’ rights, patents, rights in inventions, rights in Confidential Information, Know-how, trade secrets, trade marks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;

Price means the price of any of the Services determined under this Agreement

              Services                                   means the services listed in the first page of this

agreement;

1.2.  

1. In this Agreement:
   • a reference to this Agreement includes its schedules, appendices and annexes (if any);
   • a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
   • a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
   • a reference to a gender includes each other gender;
   • words in the singular include the plural and vice versa;

2. Commencement and term

This Agreement commences on the booking date and shall continue to run until the Services have been completed, when it shall terminate automatically unless terminated earlier in accordance with this Agreement. However, please note, all copy, branding and images are due to be sent via the requested format at least 48 hours before your booking date.

3. Customer obligations
   • During the Term, the Supplier agrees to supply, and the Customer agrees to purchase the Services on the terms set out in this Agreement.
   • The Customer shall at all times and in all respects:
     • perform its obligations in accordance with the terms of this Agreement;
     • pay the Prices for the Services
     • co-operate with the Supplier in all matters arising under this Agreement or otherwise relating to the performance of the Services;
     • inform the Supplier in a timely manner of any matters which may affect the provision of the Services;
     • obtain and maintain all necessary licences, permits and consents required to enable the Supplier to perform the Services and otherwise comply with its obligations under this Agreement.
     • Send over all copy, branding and images by the deadline of 5pm Friday 15^th September 2023, to the dedicated Google Drive file you will be sent. Failure to do so, could result in your booking being rescheduled or cancelled.

4. Warranty
   • The Customer warrants that:
     • it has the right, power and authority to enter into this Agreement and grant to the Supplier the rights (if any) contemplated in this Agreement; and
     • the customer materials and all other information, documents, materials, data or other items provided by the Customer pursuant to this Agreement do not infringe the Intellectual Property Rights of any third party.
   • The Supplier warrants that:
     • the Services shall be performed with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, s 13;
     • the Services performed shall be free from material defects at Completion; and
     • The Services and any corresponding products shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979, s 14.
   • the Supplier shall, at its option, remedy, re-perform or refund the Price of any Services that do not comply with clause 4.2, provided that the Customer serves a written notice on the Supplier that some or all of the Services (as the case may be) do not comply with clause 4.2, and identifying in sufficient detail the nature and extent of the defects within five business days of completion of the Services
   • The Supplier shall not be liable for any failure of the Services to comply with the provisions of clause 4.2 where the same arises directly or indirectly and whether in whole or in part as a result of:
     • a breach by the Customer of any of its obligations under this Agreement;
     • an event of Force Majeure;
     • any design, specification or requirement of the Customer; or
     • use of the customer materials.
   • The Customer acknowledges that the Supplier is not and cannot be aware of the extent of any potential loss or damage to the Customer resulting from any failure of the Services, any delay in completion or any failure by the Supplier to discharge its obligations under this Agreement.
   • The provisions of this clause set out the Customer’s sole and exclusive remedies (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach of clause 4.2 or for any other error or defect in the performance of the Services.
5. Suspension of services
   • If the Supplier is prevented or delayed in performing the Services by any cause attributable to the Customer, the Supplier (without prejudice to its other rights):
     • may suspend performance of the Services until the Customer remedies its default;
     • shall not be liable for any costs or losses sustained by the Customer as a result of such suspension; and
     • may charge the Customer (and the Customer shall pay under this Agreement) a fee of £100 arising from the Customer’s default, subject to clause 12.

6. Price

• The Prices payable by the Customer in respect of the Services is £600 and may be increased by the Supplier in accordance with this Agreement, and is non-refundable as this secures the date of your Website in A Day.
• The Prices are exclusive of:
  • Custom coded website, creating a website on a different platform or theme, any additional plugins – free or paid for, creating custom graphics or animations, social media management, email marketing or other digital marketing activities online or in-person, or additional rounds of amends, unless required, which shall be charged in addition at the Supplier’s standard rates.

• The Customer shall pay any applicable VAT (or equivalent sales tax) to the Supplier on receipt of a valid VAT invoice.
• The Supplier shall be entitled to be reimbursed by the Customer for all out-of-pocket expenses incurred by the Supplier and the Supplier will include any such expenses on invoices rendered.
• The Supplier may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Services which exceeds 10% and which is due to any factor beyond the control of the Supplier.

7. Payment
   • The Supplier may issue its invoice for the Services at any time
   • The Customer shall pay all invoices:
     • in full in cleared funds of the date of each invoice; and
     • to the bank account nominated by the Supplier.
   • Time of payment is of the essence. Where sums due hereunder are not paid in full by the due date:
     • the Supplier may, without limiting its other rights, charge interest on such sums at 4% percentage points a year above the base rate of Bank of England, from time to time in force; and
     • interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

8. Intellectual property rights
   • In consideration of the Price payable under this Agreement the Supplier grants to the Customer a non-exclusive license to use for the purposes of this Agreement the Intellectual Property Rights in the Services and all other materials created by the Supplier pursuant to this Agreement.
   • Except as expressly agreed above, no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement.
   • Subject to the foregoing, each party shall be entitled to use in any way it deems fit any skills, techniques or Know-how acquired or developed or used in connection with this Agreement provided always that such skills, techniques or Know-how do not infringe the other party’s Intellectual Property Rights now or in the future or disclose or breach the confidentiality of the other party’s Confidential Information.
9. Disclaimer & Limitation of liability

• The customer acknowledges and agrees that the level of success is not guaranteed and the Supplier cannot guarantee that the Customer will be number 1 on Google or appear on the first page of Google. Succes is also likely to be attained from accessing the services is entirely dependent on upon the time devoted in implementing the advice, their own commitment and application of the ideas and techniques shared. Whilst some of the information shared between the Parties may involve other aspects for life and business the customer warrants to the fullest extent that the supplier is providing the services on recommendation, and that all websites are different. SEO success can take weeks, months or even years, dependent on the industry and therefore, the Supplier will not guarantee results. However, the Supplier will make best efforts to increase visibility. For the avoidance of any doubt the Supplier does purport to provide medical, financial or legal advice.
• The extent of the parties’ liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause.
• the total liability of the Supplier shall not exceed the value of this Agreement
• neither party shall be liable for consequential, indirect or special losses.
• Subject to this clause neither party shall be liable for any of the following (whether direct or indirect):
  • loss of profit;
  • loss of or corruption to data;
  • loss of use;
  • loss of production;
  • loss of contract;
  • loss of opportunity;
  • loss of savings, discount or rebate (whether actual or anticipated);
  • harm to reputation or loss of goodwill.
• Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:
  • death or personal injury caused by negligence;
  • fraud or fraudulent misrepresentation; or
  • any other losses which cannot be excluded or limited by applicable law.

10. Insurance
    • The Supplier shall put in place public liability insurance.
11. Termination
    • This Agreement may be terminated by the Supplier giving not less than 1 weeks’ notice in writing to the Customer.
    • If you need reschedule your Website in a Day booking, this can be done, but please provide at least 48 hours notice, and £100 admin fee would be due for the reschedule.
    • Either party may terminate this Agreement at any time by giving notice in writing to the other party if:
      • the other party commits a material breach of this Agreement and such breach is not remediable;
      • the other party commits a material breach of this Agreement which is not remedied within 14 days of receiving written notice of such breach;
      • any consent, license or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under this Agreement or receive any benefit to which it is entitled.
    • Without prejudice to any other rights that it may have, the Supplier may terminate this Agreement immediately on written notice to the Customer if the Customer has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid ten Business Days after the Customer has received a written notification from the Supplier that the payment is overdue.
    • Either party may terminate this Agreement at any time by giving notice in writing to the other party if that other party:
      • stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
      • is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the non-defaulting party reasonably believes that to be the case;
      • The right of a party to terminate this Agreement pursuant to this shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to this Agreement.
    • The Supplier may terminate this Agreement at any time by giving not less than four’ weeks’ notice in writing to the Customer if the Customer undergoes a change of Control.
    • On termination of this Agreement for any reason:
      • the Customer shall immediately pay all outstanding invoices of the Supplier;
      • the Supplier shall promptly invoice the Customer for all Services performed and Deliverables supplied but not yet invoiced and payment for such invoices shall be due immediately on receipt by the Customer;
      • the accrued rights and liabilities of the parties (including any rights in relation to breaches of contract) shall not be affected.
    • The following clauses of this Agreement shall survive termination, howsoever caused:
      • (limitation of liability);
      • (data protection);
      • (termination);
      • (data protection)
      • (confidential information);
      • (dispute resolution);
      • (notices);
      • (third party rights);
      • (governing law and jurisdiction); and

together with any other provision of this Agreement which expressly or by implication is intended to survive termination.

12. Data protection
    • Each party shall comply with its respective obligations, and may exercise its respective rights and remedies in relation to applicable data protection legislation.
13. Confidential information
    • Each party undertakes that it shall keep any information that is confidential in nature concerning the other party including, any details of its business, affairs, customers, clients, suppliers, plans or strategy (Confidential Information) confidential and that it shall not use or disclose the other party’s Confidential Information to any person, except as permitted by this clause.
    • A party may:
      • disclose any Confidential Information to any of its employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that such party must ensure that each of its Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause as if it were a party;
      • disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
      • use Confidential Information only to perform any obligations under this Agreement.
    • Each party recognises that any breach or threatened breach of this clause may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
    • This clause shall bind the parties during the Term and for a period of five years following termination of this Agreement.
14. Dispute resolution
    • Any dispute arising between the parties out of or in connection with this Agreement shall be dealt with in accordance with the provisions of this clause.
    • The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
    • The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:
      • Within 7 days of service of the notice, the parties shall discuss the dispute and attempt to resolve it.
      • If the dispute has not been resolved within 7 days of the first meeting then the matter shall be referred to an independent expert agreed between the parties and in the absence of agreement as to the expert within seven days to be appointed by the Supplier, whose decision shall be final and binding.
    • Until the parties have completed the steps referred to in this clause and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.
15. Entire agreement
    • This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
    • Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.
    • Nothing in this Agreement purports to limit or exclude any liability for fraud.
16. Notices
    • Any notice given by a party under this Agreement shall be:
      • in writing and in English;
      • signed by, or on behalf of, the party giving it and
      • sent to the relevant party at the address set out
      • Notices shall be sent to:
      • Cariad Creative for the attention of    Katrina Fouracre at:

[email protected] 

 Any change to the contact details of a party shall be notified to the other party in accordance with clause 22.1 and shall be effective:

• on the date specified in the notice as being the date of such change; or

• This clause does not apply to notices given in legal proceedings or arbitration.

17. Announcements
    • No announcement or other public disclosure concerning this Agreement or any of the matters contained in it shall be made by, or on behalf of, a party without the prior consent of the other party and where relevant the parties shall consult on the form and content of any such announcement or other public disclosure, as well as the manner of its release.
18. Force majeure
    • In this Agreement, Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement. Inability to pay is not Force Majeure.
    • A party shall not be liable if delayed in or prevented from performing its obligations under this Agreement due to Force Majeure, provided that it:
      • promptly notifies the other of the Force Majeure event and its expected duration; and
      • uses reasonable endeavours to minimise the effects of that event.
    • If, due to Force Majeure, a party:
      • is or is likely to be unable to perform a material obligation; or
      • is or is likely to be delayed in or prevented from performing its obligations for a continuous period of more than 30 business days,

either party may terminate this Agreement on not less than four weeks’ written notice.

19. Further assurance

Each party shall at the request of the other party, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to this Agreement.

20. Variation

No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.

21. Assignment and sub-contracting
    • The Supplier may at any time assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights under this Agreement, provided that it gives prior written notice to the Customer.
    • The Customer shall not assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights under this Agreement, in whole or in part, without the Supplier’s prior written consent (such consent not to be unreasonably withheld or delayed).
22. Set off

Each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

23. No partnership or agency

The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

24. Severance
    • If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
25. Waiver
    • No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
    • A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
26. Compliance with law

Each party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither party shall be liable for any breach of this clause to the extent that such breach is directly caused or contributed to by any breach of this Agreement by the other party (or its employees, agents and representatives).

27. Costs and expenses

Each party shall pay its own costs and expenses where relevant incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).

28. Third party rights
    • Except as expressly provided for, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.
29. Governing law

This Agreement and any dispute or claim arising out of, or in connection with, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

30. Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).